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center and the resulting revenue to be received by the City over the five year Term of this <br />Agreement based on the current Large General Service - Secondary electric rate. Amazon shall <br />make an Incentive Repayment to City in the amount of $126,057.50 if Amazon fails to use at <br />least 97,269,606 kWh (90% of estimated consumption) of electric power during the five year <br />Term of this Agreement or fails to maintain an annual average Power Factor of at least 97% <br />during any calendar year within the Term hereof. The Incentive Repayment shall be made by <br />Amazon within thirty (30) days of City's notification that the payment is due. Amazon's failure <br />to make the Incentive Repayment when due shall constitute an event of default under this <br />Agreement and a cross - default event that entitles City to exercise the same rights and remedies <br />provided in Section 9.04(b) of Chapter 380 Economic Development Agreement made between <br />City and Amazon on July 21, 2015. <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES OF AMAZON <br />As of the Effective Date, Amazon represents and warrants to the City, as follows: <br />Section 5.01. Organization. Amazon is a limited liability company duly organized, <br />validly existing and in good standing under the laws of the State of Delaware and authorized to <br />conduct business in the State. The activities that Amazon and its Affiliates propose to carry on at <br />the Land may lawfully be conducted by Amazon and its Affiliates. <br />Section 5.02. Authority. The execution, delivery and performance by Amazon of this <br />Agreement are within Amazon's powers and have been duly authorized. <br />Section 5.03. Valid and Binding Obligation. This Agreement is the legal, valid and <br />binding obligation of Amazon, enforceable against Amazon in accordance with its terms except <br />6 <br />